$56,000.00                                                          May 19, 1997



                                 PROMISSORY NOTE



FOR VALUE RECEIVED,  the undersigned (the "Maker")  promises to pay to the order
of  HealthCare  Capital  Corp.,  an  Alberta,  Canada  corporation  (hereinafter
referred to as "Holder"),  the  principal  sum of Fifty-Six  Thousand and no/100
Dollars  ($56,000.00)  with  interest  thereon at ten  percent  (10%) per annum.
Principal and interest  shall be payable in lawful money of the United States of
America at 111 SW Fifth Avenue,  Suite 2390,  Portland,  Oregon 97204 or at such
other place as Holder may  designate in writing.  Principal  and interest  shall
become due and payable on May 19, 1998 (one year from the above date).

Maker agrees to pay all costs of collection  of any amounts due  hereunder  when
incurred, including, without limitation, attorney's fees and expenses, including
on any  appeal.  Such  costs  shall be added to the  balance  of  principal  and
interest then due.

Maker,  for himself and his successors and assigns,  hereby waives  presentment,
demand,  notice and protest and any defense by reason of  extension  of time for
payment or other  indulgences.  Failure of the Holder to assert any right herein
shall not be deemed to be waiver hereof.

This Note is secured.  The Maker has  executed a Pledge  Agreement  of even date
herewith which  describes the collateral and the process for  realization on the
security in the event of a default hereunder.

This  Promissory  Note  shall be  governed  by and  construed  and  enforced  in
accordance with the laws of the State of Oregon.

                                     Maker:



                                     /s/ Gene K. Balzer
                                     Gene K. Balzer, Ph.D., an individual



<PAGE>


                                PLEDGE AGREEMENT


DATE:                May 19, 1997

PARTIES:             HEALTHCARE CAPITAL CORP., an Alberta,    ("Lender")
                     Canada corporation

AND:                 GENE K. BALZER, Ph.D., an individual   ("Borrower")


RECITAL:

Contemporaneous  with this Agreement,  Borrower has exercised stock options from
Lender for Two Hundred  Thousand  (200,000) Shares of Common Stock of HEALTHCARE
CAPITAL CORP.,  an Alberta,  Canada  corporation  and issued Lender a promissory
note of even date herewith in the amount of $56,000.00  (the "Note").  To secure
all amounts due now or later from  Borrower to Lender  under the Note,  Borrower
hereby  pledges  to  Lender  a  security  interest  in the  following  described
property:

      One Hundred  Thousand  (100,000) shares of the common stock of Lender
      as evidenced by stock certificate no.  ------------ , endorsed in the
      blank by Borrower (the "Shares").

AGREEMENT:

SECTION 1.  POSSESSION

Lender shall retain possession of the Shares until all amounts due from Borrower
to Lender are paid in full.

SECTION 2.  DEFAULT

Borrower  shall be in default under this Agreement if Borrower fails to make any
payment to Lender when due, or if borrower  violates any terms of this Agreement
or the Note.  Upon default,  Lender shall have all the rights of a secured party
under the Oregon Uniform Commercial Code,  including,  subject to Section 3, the
right to sell the Shares at either a private or public sale.

SECTION 3.  SECURITIES LAWS

Borrower  acknowledges  that the sale of the  Shares by Lender may be subject to
certain  securities  laws,  and Borrower  agrees that Lender may take any action
necessary  in order to comply with such laws,  including  any and all  necessary
restrictions with respect to the time, place, manner and conditions of sale.

IN WITNESS  WHEREOF,  Borrower has executed this Pledge Agreement on the day and
year first written above.

                                       Borrower:



                                       /s/ Gene K. Balzer
                                       Gene K. Balzer, Ph.D.
                                       an individual